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WINA Winmark

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

 

FORM 8-K

CURRENT REPORT

 

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

 

Date of report (Date of earliest event reported):  April 29, 2020

 

Winmark Corporation

(Exact Name of Registrant as Specified in Its Charter)

 

Minnesota

(State or Other Jurisdiction of Incorporation)

 

 

 

 

 

000-22012    

 

41-1622691

(Commission File Number)

 

(I.R.S. Employer Identification Number)

 

605 Highway 169 North, Suite 400, Minneapolis, Minnesota 55441

(Address of Principal Executive Offices)  (Zip Code)

 

(763) 520-8500

(Registrant’s Telephone Number, Including Area Code)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

 

 

 

Title of each class:

Trading Symbol

Name of each exchange on which registered:

Common Stock, no par value per share

WINA

Nasdaq Global Market

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

Item 5.07Submission of Matters to a Vote of Security Holders

 

 

(a-b) At the Annual Shareholders meeting held on April 29, 2020, Winmark Corporation (the “Company”) submitted to vote of security-holders the following matters that received the indicated votes:

 

1.

Set the number of members of the Board of Directors at six:

 

 

 

FOR:

2,858,257

AGAINST:

4,195

ABSTAIN:

736

BROKER NON-VOTE:

368,287

 

 

2.

Election of Directors:

 

 

 

 

 

 

 

 

 

 

NOMINEE

 

FOR

 

WITHHOLD

BROKER

NON-VOTE

Brett D. Heffes

2,784,631
78,557
368,287

Lawrence A. Barbetta

2,657,958
205,230
368,287

Jenele C. Grassle

2,736,032
127,156
368,287

Kirk A. MacKenzie

2,742,674
120,514
368,287

Paul C. Reyelts

2,456,205
406,983
368,287

Mark L. Wilson

2,497,667
365,521
368,287

 

 

3.

Approval of 2020 Stock Option Plan:

 

 

 

FOR:

2,255,831

AGAINST:

606,327

ABSTAIN:

1,030

BROKER NON-VOTE:

368,287

 

 

4.

Advisory vote to approve executive compensation:

 

 

 

FOR:

2,667,604

AGAINST:

190,044

ABSTAIN:

5,540

BROKER NON-VOTE:

368,287

 

 

5.Ratify the appointment of Grant Thornton, LLP as independent registered public accounting firm for the 2020 fiscal year:

 

 

 

FOR:

3,219,840

AGAINST:

9,662

ABSTAIN:

1,973

BROKER NON-VOTE:

0.0

 

 

 

 

Item 7.01Regulation FD Disclosure

 

On April 29, 2020,  the Company announced in a press release that its Board of Directors has approved the payment of a cash dividend to its shareholders.  The quarterly dividend of $0.05 per share will be paid on June 1, 2020 to shareholders of record on the close of business on May 13, 2020.  Future dividends will be subject to Board approval.  A copy of the press release is attached as Exhibit 99.1 of this Current Report on Form 8-K.

 

 

Item 8.01Other Events

 

On April 29, 2020,  the Company announced in a press release that its Board of Directors has approved the payment of a cash dividend to its shareholders. The quarterly dividend of $0.05 per share will be paid on June 1, 2020 to shareholders of record on the close of business on May 13, 2020.   Future dividends will be subject to Board approval.  A copy of the press release is attached as Exhibit 99.1 of this Current Report on Form 8-K.

 

 

Item 9.01Financial Statements and Exhibits

(d)Exhibits

 

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

 

 

 

 

 

 

WINMARK CORPORATION

 

 

Date: April 29, 2020

By:

/s/Anthony D. Ishaug

 

       Anthony D. Ishaug

 

       Chief Financial Officer and Treasurer